Corporate Transparency Act enforcement is back in effect

As of February 18, 2025, the Financial Crimes Enforcement Network (FinCEN) has announced that beneficial ownership information (BOI) reporting requirements are back in effect under the Corporate Transparency Act (CTA), with a general deadline extension of 30 calendar days from February 19, 2025, requiring reports for most companies to be submitted by March 21, 2025.

The CTA is a United States law that mandates certain businesses to disclose information about their beneficial owners to FinCEN, aiming to combat money laundering and other illicit activities by increasing transparency around business ownership structure. See our overview of the reporting requirements and common pitfalls under the CTA, “New year, new reporting requirements.”

On February 18, 2025, the US District Court for the Eastern District of Texas granted the Department of Justice’s request (on behalf of the Department of Treasury) to stay the nationwide injunction in Smith v. US Department of Treasury, reinstating CTA reporting obligations while the appeal remains ongoing. The oral arguments in the US Court of Appeals are scheduled for March 25, 2025.

FinCEN indicates that it will “assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks” during the 30 calendar day extension period.

March 21, 2025 is the new deadline for most reporting companies to file an initial, updated and/or corrected BOI report. For reporting companies that were given a reporting deadline later than March 21, 2025, they must file their initial BOI report by that later deadline (for example, if the entity qualifies for certain disaster relief extensions).

Additional legislative developments

There is also ongoing legislative action, which could affect reporting obligations under the CTA. The Protect Small Businesses from Excessive Paperwork Act of 2025 was introduced in the US House of Representatives on January 24, 2025 and passed on February 10, 2025 by unanimous vote. The bipartisan bill requires companies formed or registered before January 1, 2024 to submit BOI to FinCEN by January 1, 2026, which extends the January 1, 2025 deadline under the CTA. The bill was received in the US Senate on February 11, 2025 and referred to the Committee on Banking, Housing and Urban Affairs.

Though the deadline and overall status of the CTA may change yet again, reporting companies should be preparing BOI reports to readily submit before the March 21, 2025 deadline to avoid sizeable penalties.

For more information on the zig-zagging of the previous court orders, see our prior analysis:

• “US government still pausing the Corporate Transparency Act enforcement, despite US Supreme Court win”
• “Corporate Transparency Act reporting requirements on pause...again”
• “A Texas-sized injunction for the Corporate Transparency Act”

For more information on the reporting requirements and common pitfalls of the CTA, see:

• “The Corporate Transparency Act is here—are you ready?”
• “New year, new reporting requirements”